Changes in the Law for Ariz. LLCs

The Arizona Senate passed into law house bill 2176 updating the Limited Liability Company laws. The following substantial changes and amendments for Arizona Limited Liability Companies are effective August 25, 2004.

The $35 fee for expedited processing of filings has been codified under ARS §29-851.

A $25 fee to file articles of correction to Articles of Organization is set down under §29-673.

Applies a $100 fee charged to entities for applications for reinstatement after administrative dissolution (See A.R.S. §29-786).

Title 10 has been amended to allow the ACC discretion in determining if detailed interrogatories are warranted to obtain additional information from persons involved in prospective incorporations (See A.R.S. §10-1623).

Title 29 now requires maintainenance of a “known place of business” rather than a “registered office” (See A.R.S. §29-604).

An amendment to §29-605 clarifies that articles of organization must specify the street address of the LLC’s statutory agent.

A new statute under Title 29 allows for a change to members or managers without filing amendments to the Articles of Organization. However, a Statement of Change must be filed with a $5 fee. Refer to §29-605-01.

Failure to pay required fees and penalties has been added to the list of reasons for which any LLC may be administratively dissolved.

Clarifies the circumstances under which a foreign LLC seeking to do business in Arizona must use the true name (unless the name is unavailable then a fictitious name is required) when applying for a certificate of registration. (Refer to §29-802).

A foreign LLC seeking to do business in AZ must now indicate whether management is vested in a manager or managers, or reserved to the members (See A.R.S. §29-802).

Foreign companies doing business in Arizona must provide proof that the company existed in the domicile state by submitting a Certificate of Good Standing dated within 60 days of the Arizona filing. (See A.R.S. §29-804).

Requires a foreign company that has applied for or obtained a Certificate of Registration to provide a certified copy of any amendment to or restatement of its Articles of Organization dated within 60 days (See A.R.S. §29-805).

The state may revoke the Certificate of Registration of a foreign LLC if it fails to pay required fees and penalties within 60 days of the due date. (See A.R.S. §29-807).

A new statute prescribes how a professional LLC can be formed and how an existing company may elect to change its status to become a professional LLC. (See A.R.S. §29-841.01).